Republic of the Philippines SUPREME COURT Manila EN BANC G.R. Nos.
L-46076 and L-46077 June 12, 1939
THE PEOPLE OF THE PHILIPPINES, plaintifff-appellee, vs. JACOB ROSENTHAL and NICASIO OSMEÑA, defendants-appellants. Claro M. Recto and Hilado, Lorenzo and Hilado for appellant Rosenthal. Jose M. Casal for appellant Osmeña. Office of the Solicitor-General Tuason for appellee. LAUREL, J.: Appellants, Jacob Rosenthal and Nicasio Osmeña, were charged in the Court of First Instance of Manila with having violated Act No. 2581, commonly known as the Blue Sky Law, under the following informations: CASE NO. 52365 That in or about and during the period comprised between October 1, 1935 and January 22, 1936, both dates inclusive, in the City of Manila, Philippine Islands, and within the jurisdiction of this court, the said Nicasio Osmeña and Jacob Rosenthal, two of ten promoters, organizers, founders and incorporators of, the former being, in addition, one of the members of the board of directors of, the O.R.O. Oil Co., Inc., a domestic corporation organized under the laws of the Philippines and registered in the mercantile registry of the Bureau of Commerce, with central office in the said city, the main objects and purposes of which were "to mine, dig for, or otherwise obtain from earth, petroleum, rock and carbon oils, natural gas, other volatile mineral substances and salt, and to manufacture, refine, prepare for market, buy, sell and transport the same in crude or refined condition", and the capital thereof in their articles of incorporation, the accused herein included, consisting of 3,000 shares without par value, 400 shares of which having been subscribed by the said accused at 200 shares each and paid partly by them at the price of only P5 per share, according to the said agreement which shares were speculative securities, because the value thereof materially depended upon proposed promise for future promotion and development of the oil business above mentioned rather than on actual tangible assets and conditions thereof, did then and there, with deliberate intent of evading the provisions of sections 2 and 5 of the said Act No. 2581, and conspiring and confederating together and helping each other, willfully, unlawfully and feloniously trade in, negotiate and speculate with, their shares aforesaid, by making personally or through brokers or agents repeated and successive sales of the said shares at a price ranging from P100 to P300 per share, as follows: The accused Nicasio Osmeña sold 163 shares to nine different parties, and the accused Jacob Rosenthal sold 21 shares to seven others, without first obtaining the corresponding written permit or license from the Insular Treasurer of the Commonwealth of the Philippines, as by law required. CASE NO. 52366
and the capital stock of which. both dates inclusive. and to pay one-half of the costs. 52366 Jacob Rosenthal was sentenced to pay a fine of P500. the lower court. refine. as by law provided. "no habia ninguna indicacion de que hubiese petroleo en aquellos terrenos". the main objects and purposes of which were "to mine. because the value thereof materially depended upon proposed promise of future promotion and development of the oil business above mentioned rather than on actual tangible assets and conditions thereof. In declaring that according to the report of the geologist contracted by the O. when in truth what the report stated was that in so far as the O. The defendants duly perfected their appeal from these judgments and the cases were originally elevated to the Court of Appeals but. the accused herein included. with subsidiary imprisonment in case of insolvency. as per agreement of all the incorporators thereof in their articles of incorporation.000.. Nicasio Osmeña was sentenced to pay a fine of P1. dig for. the court acceded to the motion of the prosecution that the two cases be tried jointly inasmuch as the evidence to be adduced by the government therein was the same. In case No. rock or carbon oils. with subsidiary imprisonment in case of insolvency. and the accused Jacob Rosenthal sold 12 shares to seven others. to explore the properties leased to said companies. In the brief for appellant Rosenthal the following "joint assignment of errors" is made: 1. with central office in the said city. negotiate and speculate with. unlawfully and feloniously trade in. founders and incorporators of. land was concerned. and with respect to the South Cebu Oil Co. 1935. buy. and to pay one-half of the costs. when the cases were called for hearing. Philippine Islands. or otherwise obtain from earth. and 100 shares of which having been subscribed by the accused Jacob Rosenthal and paid by both at the price of only P5 per share. willfully.That in or about and during the period comprised between October 1. petroleum. natural gas. without first obtaining the corresponding written permit or license form the Insular Treasurer of the Commonwealth of the Philippines. a domestic corporation organized under the laws of the Philippines and registered in the mercantile registry of the Bureau of Commerce.000. and within the jurisdiction of this court."
.R. in separate decisions. Nicasio Osmeña was sentenced to pay a fine of P2. with deliberate intent of evading the provisions of sections 2 and 5 of Act No. and the South Cebu Oil Co. 200 shares of which having been subscribed by the accused Nicasio Osmeña. Upon motion of Jacob Rosenthal. did then and there. lease. with subsidiary imprisonment in case of insolvency. in addition. 2581. consisting of 2. organizers. upon motion of the SolicitorGeneral. by making personally or through brokers or agents repeated and successive sales of the said shares at a price ranging from P100 to P300 per share. and conspiring and confederating together and helping one another. After trial. that no further investigations and expenses be made "unless favorable test results are obtained on the northern lease. on March 22. as follows: The accused Nicasio Osmeña sold 185 shares to nine different parties. the same were forwarded to this court in view of the fact that the constitutionality of Act No. in the City of Manila. and January 22. the former being. Two separate briefs have been filed by Rosenthal and Osmeña. and to manufacture. which shares were speculative securities.800 shares without par value.. the territory covered by the lease if full of possibilities. other volatile mineral substances and salt. 52365 Jacob Rosenthal was sentenced to pay a fine of P500.O. 1937. with subsidiary imprisonment in case of insolvency. sell and transport the same in crude and refined condition".R. and to pay one-half of the costs. found the defendants guilty as charged in the informations. Oil Co. Oil Co. prepare for market. two of the ten promoters. In case No. the said Nicasio Osmeña and Jacob Rosenthal. without prejudice to allowing the defendants to present their proof separately. 2581 has been put in issue by appellants. Inc. the South Cebu Oil Co. the Court of First Instance of Manila granted him separate trial although. their shares aforesaid. according to the said agreement. 1936. one of the members of the board of directors of. and to pay one-half of the costs.
T.F. 6. nevertheless he (the defendant) was guilty of a violation of said law because the possession of the shares held and sold by him was not in good faith. Fitzimmons and D. thru a firm of brokers known as Mackay & McCormick. and in holding that a permit had not been issued by the Insular Treasurer for the sale of the stocks of the corporations. when in truth and in fact there was no agreement between the parties as to whether the said firm was to sell said shares to others or whether those shares were to be kept and retained by it on its own risk and account. of his 200 shares of stock in the O. In declaring that the corporations had not begun exploration work on the territory covered by their leases. Pimley was sold to the latter by the defendant. but that said shares were purchased to indirectly promote the enterprise for which the corporations were formed. two and one. 5. 3. the leases were cancelled. in the proportion of two. or P250 per share. the defendant sold twelve to various persons and on different dates. 9. and four to Ines Galano. and fifteen shares directly to Henry J. in the proportion of five shares to each of them — when in truth only that to E. and Modesto Bautista. In holding as proven that the possession of the defendant of his own stock. Pimley.R. implying thereby that as no oil was found in said lands. five. as an incorporator (fundador). sold twenty-one shares to different persons and on different dates. Wm. which he paid for in full.2.
. and the remaining eleven. 8. and the remaining fifteen transferred to Belden. two to William Scheunig. and that out of the proceeds of the sale of these shares the defendant received the price agreed upon between him and the said brokerage firm. O'Brien. Belden. O'Brien. respectively.F. when in truth only one of these shares was sold by the defendant to E. one to Crispin Llamado. should have known that no permit in writing had been issued the corporations by the Insular Treasurer for the sale of said stock. R. one share having been sold directly to one E. In also declaring that of his 100 shares of stock in the South Cebu Oil Co. 7. in one single transaction. were sold and transferred.M.O. Pimley. In declaring that while the defendant needed no permit to sell his own stock. who was not until now either returned those shares or paid their value. to the said firm of brokers directly. which firm bought said shares on its own risk and account. Oil Co. was not a possession in good faith. the corporations as issuer being the ones bound to obtain the permit required by the Blue Sky Law. subsequent to the findings of the geologist. while those eventually transferred to Hoyer. to Arthur Hoyer. because he. Opisso.. cancelled by the government. the said defendant having paid in full to the corporations the value of said shares of stock. Scheunig.F. In overruling the objection to the admission of Exhibit 1-b. 4. Scheunig and Bautista were sold directly to the said firm Mackay & McCormick. one to Jose de la Fuente.. and that they had no tangible properties. to be resold by it at P300 each. which bought them on its own risk and account. when in truth the cancellation was based on supposed violation of those provisions of the corporation law prohibiting the setting up of interlocking directorates. one to A. In declaring that the exploration leases were. and Fitzimmons were loaned by Rosenthal to Nicasio Osmeña. In declaring that the defendant. In declaring that the shares sold to Mackay & McCormick were brought by the latter on credit at P250 each. two of which were transferred to Arthur Hoyer.P. in that his acquisition thereof was not made in the ordinary and normal course of the business of the corporations.
can not and does not exempt the latter from criminal responsibility even though no false representations whatsoever were made by the aforesaid defendant. bajo cuyas disposiciones ha sido procesado el acusado. 16. In holding that as a result of an investigation conducted by the City Fiscal. 15. and in not further holding that because of such absolute ownership the defendant could have legally disposed of such stock in as many sales as he saw fit without any permit from the Insular Treasurer. 14. 11.O. Al no sobreseer esta causa despues de promulgada la Ley No. In holding that said stock was sold by the defendant without the required permit having been first issued by the Insular Treasurer.R. ni ha hecho manifestaciones falsas a nadie para poder venderlas. his repeated and successive sales of such stock prove that this claim of ownership (esta pretension de propriedad) was but a means employed by him to sell said stock at prices very much higher than those he paid for them.
. and in so far as it does not afford equal protection before the law. In holding that although the defendant was the absolute owner of the stock he sold. 12. no obstante reconocerse en la decision que consta en las pruebas que el acusado Osmeña no ha of recido en venta ninguna de aquellas acciones. y de la South Cebu Oil Co. no obstante haberse llamado su atencion al hecho de que esta Ley derogaba la Ley No. 3. 2. 2581 de la Legislatura Filipina. O'Brien and Fitzimmons and others the amount they paid for the stock they purchased. and that the sale was effected as if such permit had been actually issued (como si en realidad pudieran venderse por haberse expedido tal permiso). 17. In holding that there were repeated and successive sales made by the defendant Rosenthal of his own shares of stock. 83 del Commonwealth. has been totally destroyed by the fact that said stock absolutely belongs to the defendant. In holding that the opinion given by the Chief of the Insurance Division of the Office of the Insular Treasurer to the effect that the defendant could sell the said stock without a permit as long as no false representations were made by the said defendant. the defendant refunded to Belden.. Inc..10. Al condenar al acusado por infraccion de la "Blue Sky Law". In not holding that the Blue Sky Law contravenes the constitutional provisions of the Jones Act in so far as such law constitutes an undue delegation of legislative powers to the Insular Treasurer. In not absolving the defendant. si no todos los que las compraron. 13. cuando no se probo: (a) que las acciones de la O... Inc. Oil Co. Al condenar al acusado por haber vendido acciones especulativas sin licencia. In the brief for appellant Osmeña the following "relacion conjunta de errores" is in turn submitted: 1. estaban satisfechos de la inversion de su dinero en la adquisicion de tales acciones. In holding that the prima facie presumption in section 8 of the law to the effect that the claim of ownership is not bona fide when repeated and successive sales of such stock are effected. y que la mayor parte.
. 4. seven. six.. This is particularly true with reference to errors one. partnership.R.. 5. Oil Co. siendo su promulgacion.O.R. nula. Al no absolveral acusado Nicasio Osmeña. 2581. It is contended by the appellants that Act No. three. To meet the foregoing errors assigned by the appellants. 6. Inc. Certain securities listed in section 3 are exempted from the operation of the Act. eight. (b) That the appellants acted as promoters of the O. (c) That the shares of the two corporations are speculative in nature. nine. gozar y disponer libremente de la propriedad privada. (d) That the appellants sold their shares in said corporations without permit or knowing that the latter did not have the permit required by law. Al no declarar que la "Blue Sky Law" es contraria a las normas constitucionales que gozaba al tiempo de su promulgacion : (1) porque contiene en sus disposiciones una delegacion indebida de facultades legislativas. Under section 2 of Act No. Inc. (2) porque es vaga e incierte en sus disposiciones y. un acto de opresion y de verdadera tirania. (f) That the Blue Sky Law is valid and constitutional. and error four of appellant Nicasio Osmeña. 2581). 2581 is unconstitutional on three grounds. por tanto. viola la libertad de contratacion y contraviene el derecho de adquirir.. no era de buena fe y que no las habia adquirido por su propia cuenta sino para la promocion indirecta de un provecto de negocio o empresa especulativa. is under obligation to file previously with the Insular Treasurer the various documents and papers enumerated therein and to pay the required tax of twenty pesos. 83 did not have the effect of relieving appellants from criminal liability.eran especulativas por su naturaleza. (e) That the appellants are not entitled to the exemption provided in section 8 of the Blue Sky Law (Act No. Al declarar que la posesion por el acusado Osmeña de sus acciones de la O. every person. and the South Cebu Oil Co. Section 5 imposes upon the Insular Treasurer the mandatory duty to examine the statements and documents thus filed and the additional duty to make
. por tanto. and (3) that it is vague and ambiguous. four. (1) That it constitutes an undue delegation of legislative authority to the Insular Treasurer: (2) that it does not afford equal protection before the law. five. y (3) porque infringe el derecho de igual proteccion ante la ley. There is no material discrepancy regarding the facts. ten.O. Oil Co. and we shall proceed to consider the legal questions propounded. association.. two. eleven. or corporation attempting to offer to sell in the Philippines speculative securities of any kind or character whatsoever. plaintiff-appellee contends: (a) That the enactment of Commonwealth Act No. which are in the main set forth by the Solicitor-General in his brief. y (b) que el acusado Osmeña carecia de licencia para venderlas. twelve and thirteen of appellant Jacob Rosenthal. Most of the errors assigned by the appellants deal with questions of fact. y de la South Cebu Oil Co.
and from the earliest
." In view of the intention and purpose of Act No.S.A. .. he shall issue to such person. 2581 allows an appeal from the decision of the Insular Treasurer to the Secretary of Finance. 540.S. . 495. . and thereby obtain efficiency and prevent despotism. partnership.. 145. legislative powers being unduly delegated to the Insular Treasurer. the "rule of law" was established which narrows the range of governmental action and makes it subject to control by certain legal devices. Fernandez and Trinidad (G. U. 2581 have been complied with. 24. association or corporation is entitled to the right to offer its securities as above defined and provided for sale in the Philippine Islands.. association or corporation applying therefor "has complied with the provisions of this Act". 34 Phil. As we observed in the case of People vs. association or corporation. Hence. "siendo el objecto de la ley el evitar especulaciones ruinosas. That criterion is the public interest. (New York Central Securities Corporation vs. 1938).) (See also Schenchter Poultry Corporation vs. it cannot be contended that the Insular Treasurer can act and decide without any restraining influence. Section 5 also provides that "whatever the said Treasurer of the Philippine Islands is satisfied. visionary oil wells. 12. a detailed examination of the affairs of the applicant. ed. 287 U. 2581 empowers the Insular Treasurer to issue and cancel certificates or permits for the sale of speculative securities. 2581 is unconstitutional. to cancel said certificate or permit". 77 Law. distant gold mines. means that a certificate or permit shall be issued by the Insular Treasurer when the provisions of Act No. thereby making his opinion the sole criterion in the matter of its issuance.. partnership. As a corollary. construed in relation to the other provisions of the law. the authority of the Insular Treasurer to cancel a certificate or permit is expressly conditioned upon a finding that such cancellation "is in the public interest. while Act No. and the context of the provision in question show the contrary. 697. It is a mistaken assumption that this is a mere general reference to public welfare without any standard to guide determinations.or cause to be made. either with or without the examination herein provided.. ed. 2581 — to protect the public against "speculative schemes which have no more basis than so many feet of blue sky" and against the "sale of stock in fly-by-night concerns. — we incline to hold that "public interest" in this case is a sufficient standard to guide the Insular Treasurer in reaching a decision on a matter pertaining to the issuance or cancellation of certificates or permits. es. 711. 79 Law. Act No. partnership. 1570. 146.S. The theory of the separation of powers is designed by its originators to secure action and at the same time to forestall over action which necessarily results from undue concentration of powers.. The certificate or permit to be issued under the Act must recite that the person. The purpose of the Act. its brokers or agents are entitled to offer the securities named in said certificate or permit for sale". Upon the other hand.R. whenever in his judgment it is in the public interest. 45655. We are of the opinion that the Act furnishes a sufficient standard for the Insular Treasurer to follow in reaching a decision regarding the issuance or cancellation of a certificate or permit. 712. if deemed advisable by him. Appellant insists that the delegation of authority to the Commission is invalid because the stated criterion is uncertain. partnership. partnership. Thereby." And the term "public interest" is not without a settled meaning. and that "an appeal from the decision of the Insular Treasurer may be had within the period of thirty days to the Secretary of Finance. we cannot overlook the fact that the Act No." Appellants argue that. with the result that. we find the rule prohibiting delegation of legislative authority. association or corporation has complied with the provisions of this Act. association or corporation a certificate or permit reciting that such person. 138. the requirement it imposes.S. and that such person. 1585. 295 U.) In this connection. that "said Treasurer shall furthermore have authority. Ferrazzini vs. 25. and other like fraudulent exploitations". es claro que el interes publico. U. Gsell. June 15. y debe ser la razon en que el Tesorero Insular deba basar sus resoluciones. No.. that any person. no standard or rule is fixed in the Act which can guide said official in determining the cases in which a certificate or permit ought to be issued. and this requirement.
S. To this case may be added Red "C" Oil Manufacturing Co.)
. Lieberman vs. Laws of the different states of the American Union similar in nature to Act No. The ordinance was sustained.. p. 380. Reputation and character are quite tangible attributes.E. 341). Industrial Commission of Ohio (236 U. association or partnership already functioning. The contention of appellees would take from government one of its most essential instrumentalities. 394.. S. Mutual Film Corporation vs. has violated any provisions of this act or has engaged. In the case of Hall vs. within certain limits. or is about to engage. if a single individual. 2. however. under favor of such license.3). Michigan. (Pp. Chicago (177 U. vol. edited by G. (242 U. 554. has been made to adapt itself to the complexities of modern governments. the safest is to decide each case according to its peculiar environment.. and which empowers said commissioner to revoke the license or refuse to renew it upon ascertaining that the licensee "is of bad business repute. 230)..Van de Carr (199 U. (188 U. The difficulty lies in the fixing of the limit and extent of the authority.17. Brazee vs.S. and the duty was delegated to the mayor of the city to determine the existence of the conditions. but the Supreme Court of the United States overruled the contention and held: Besides it is certainly apparent that if the conditions are within the power of the State to impose. which requires the commissioner before granting a license to "be satisfied of the good repute in business of such applicant and named agents". the contention was made that the Blue Sky Law of Ohio. but the decisions of both the state courts and the Supreme Court of the United States have upheld their constitutionality. he finds a great deal of confusion. and any person or persons in charge of the business. of which the various national and state commissions are instances. and cases cited). not only in the United States and England but in practically all modern governments. Michigan (241 U. 'whenever he has reasonable ground to believe that the securities being sold or offered for sale are of a speculative character. 2581 defines and enumerates what are "speculative securities" and all the other provisions of the Act must be read and construed in conjunction and harmony with said section. of the principle of "subordinate legislation". Counsel for appellant Jacob Rosenthal also argues that the Insular Treasurer possesses "the discretionary power to determine when a security is a speculative security and when it is not" because "he is given the power to compel any corporation. all of the members of the firm. is unconstitutional because the law has failed to give a standard to guide or determine the decision of the commissioner leaves "room for the play and action of purely personal and arbitrary power". however. 552). having in mind the wholesome legislative purpose intended to be achieved.'" It should be observed. vs. But the contention may be answered by authority.S.. attributed to Bracton (De Legibus et Consuetudinious Angliae. While courts have undertaken to lay down general principles.18. North Carolina (222 U. however. One thing. Yale University Press . they can only be ascertained by an executive officer. if a co-partnership. 340.. in illegitimate business or in fraudulent transactions".167) but which is also recognized in principle in the Roman Law (D.S. an ordinance of the City of Chicago was passed on which required a license of dealers in cigarettes and as a condition of the license that the applicant. is apparent in the development of the principle of separation of powers and that is that the maximum of delegatus non potest delegare or delegata potestas non potest delegare. and necessarily the aid of some executive agency must be invoked. Woodbine. if a corporation. In Gundling vs. 183).time American legal authorities have proceeded on the theory that legislative power must be exercised by the legislative alone. 2581 were assailed on constitutional grounds somewhat analogous to those involved in the case at bar. 539). Geiger-Jones Co. to surrender to him for examination its books and accounts enumerated in section 2. It is frankness. 505). giving rise to the adoption. See also Reetz vs. should be of good character and reputation.S. to confess that as one delves into the mass of judicial pronouncements. 553.S.. that section 1 of Act No. but there can be no legislative definition of them that can automatically attach to or identify individuals possessing them.
. 770. 539. 137 Wis. sec. 201). Daugherty (238 P. Minneapolis. Redmond & Co. Stateex rel. 47 L. 1.In the case of Leach vs.W. 117 N. 196 N. and transgression thereof constituted good cause for revocation thereof. 154 Wis. 1917F. 498. fraudulent..A. St. City of Milwaukee vs. The general scope and expressed purpose of the law. authorizing the commission to revoke a license for "good cause" upon notice to the dealer and a hearing duly had.].. or specifications are set forth in the said Corporate Securities Act defining what shall constitute 'good business reputation. The constitutionality of similar provisions has been so thoroughly considered by this court that further discussion thereof is unnecessary. Must the law map out .. Railroad
. 853. (P. is unconstitutional because "no rules. if he is not satisfied of the "good business reputation of the applicant". 514.. relates so clearly to the conduct of the licensed business.E..S.. Cas. regulations. [N. 192 N. and (4) the statute delegates to the railroad commission legislative power. plan of operation. unauthorized. Marie Railway Company vs.. 183 Wis. where the contention was advanced that section 6 of the Corporate Securities Act of California which authorized the corporation commissioner to refuse to grant a broker's certificate. 643). entered the license. 121.A. where it was argued that the requirement of the Wisconsin Blue Sky Law (St. for the guidance of the licensee. c. upon the finding of which may depend the right to continue in the practice of a profession or a regulated business. (242 U. Railroad Commission of Wisconsin. Law 1927. Ann. is so conclusively against the petitioner's contention that little room is left for argument". 476. and the proposed undertakings of the corporation are such as to afford reasonable protection to the purchasers of the securities to be issued". 444) that the Railroad Commission shall find that the "financial condition. 217. 480. irregular.W. 688). Railroad Commission of Wisconsin. Central Steam Heat & Power Co. Michigan Securities Commission (222 Mich. 169 Wis.. 230.F. 183. Geiger-Jones Co. (2) the Legislature does not provide a standard to control the commission. 1160. 80.W.. Cas.. Paul & Sault Ste. Milwaukee Electric Railway & Light Co. City of Milwaukee vs.. Ann.Railroad Commission of Wisconsin.. 846. 142 N. Appleton Water Works Co. as employed in the statute. 1925.09 . as to negative any arbitrary official action. the court said: This is but a usual provision found in the many so-called Blue Sy Laws. Co.W. . Wisconsin Southern Ry. and forbidden business management and transactions conducted as to demand no more particular specification of its meaning and its application. it would appear that the leading case of Hall vs. is unconstitutional for the reason that (1) the Legislature has no power to regulate the issuance of securities in order to protect the investing public. 184. together with open and fair dealing. a code of ethics and post danger signals against inhibited and dishonest practices? The defendant had no right to have the conduct of its business charted by specifications of forbidden practices involving revocation of the license. and is so comprehensive of unlawful. (3) the statute is so indefinite and uncertain in its meaning as to be incapable of administration.) In the case of State ex rel. The following cases abundantly establish the constitutionality of this provision." In the case of G. L.. vs. is unconstitutional because the term "good cause" is so vague and indefinite that the law practically vested upon the commission arbitrary powers. Ct.vs.. in which it was argued that the provision in section 11955 of the Compiled Laws of 1915 (Michigan Blue Sky Law). Gettle (Wis..'" it was ruled that "Considering such objection. the court said: The term "good cause" for revocation. 160).. 220 N. 1915B.W. 172 N. ed. 1917C. and that "it is well-settled principle of law in this state that by legislative act a commission or board may be empowered to ascertain the existence of facts. 61 Law. 37 Sup. vs. 689.R.S. vs. (State ex rel. the constitutionality of which has been upheld by the courts generally.R. within the limits fixed by law.
supra) decisively argues against the position taken by appellant Osmeña. 2581 is unconstitutional is that it denies equal protection of the laws because the law discriminates between an owner who sells his securities in a single transaction and one who disposes of them in repeated and successive transactions. 187 Wis.) Reaffirming our view in People vs. between an owner who sells his securities in a single transaction and one who disposes of them in successive transactions. It is enough to say that they are within the power of classification which a state has.. 185 Wis. . supra. People vs.. A state "ay direct its law against what it deems the evil as it actually exists without covering the whole field of possible abuses. Fernandez and Trinidad. Taking up now the question raised with reference to the speculative nature of the shares of the )." (25 R. Kretuzer vs. supra. 595.. Fernandez and Trinidad. 233. An Act will be declared void and inoperative on the ground of vagueness and uncertainty only upon a showing that the defect is such that the courts are unable to determine. The term "speculative securities" as used in this Act shall be deemed to mean and include: xxx xxx xxx
.. provides: . Carmona. An Act will not be declared inoperative and ineffectual on the ground that it furnishes no adequate means to secure the purpose for which it is passed.. . . In disposing of this contention we need only refer to the case of Hall vs. .R. Counsel for appellant Nicasio Osmeña further alleges that Act No. The circumstance that this court has no more than one occasion given effect and application to Act. vs.L. we hold that Act No.. and all the instrumentalities necessary for its execution are within the reach of those intrusted therewith.. 2581 is unconstitutional on the ground that it is vague and uncertain.. wherein the Supreme Court of the United States held: "Discriminations are asserted against the statute which extend. O. supra. .C. No. what the legislature intended. 204 N. . Geiger-Jones Co. " We cannot give separate attention to the asserted discriminations. with any reasonable degree of certainty. 313. in defining speculative securities. it is contended.. and the South Cebu Oil Co.Nimrod McKinney. we find that section 1. 792. 2581 is valid and constitutional. . 2581. . 201 N. the 14th Amendment allows it to be dealt with although otherwise and merely logically not distinguishable from others not embraced in the law. People vs. 2581 (Valhalla Hotel Construction Co. 44 Phil.) Another ground relied upon by appellants in contending that Act No. pp.O.W. Westfahl. 244. If a class is deemed to present a conspicuous example of what the legislature seeks to prevent. Fernandez and Trinidad. if men of common sense and reason can devise and provide the means. Oil Co. In this connection we cannot pretermit reference to the rule that "legislation should not be held invalid on the ground of uncertainty if susceptible of any reasonable construction that will support and give it effect. 47 Phil. .W. 810.. 463. 811.Commission of Wisconsin. paragraph (b) of Act No. and it may do so none the less that the forbidden act does not differ in kind from those that are allowed . Counsel enumerates them as follows: "Prominent among such discriminations are . to denying appellees the equal protection of the laws. A similar contention has already been overruled by this court in the case of People vs.
habiendo pagado totalmente el importe de dichas acciones a la misma corporacion. such repeal does not have the effect of thereafter depriving the courts of jurisdiction to try. U. U. 44 Phil.. Aron. and at the time of the issuance of the shares of the O.. vs. 2581. 241. 2581 by Commonwealth Act. convict and sentence offenders charged with violations of the old law. and it must again be the holding. 1046. but is a mere shift.Cuna. 132.S.S.. 582.S. provided (the law uses the term "unless") such possession is in good faith. ni tampoco las poseia de buena fe. pues las adquirio mediante suscripcion como uno de los fundadores de dicha corporacion. Las acciones por el vendidas. Y las ventas sucesivas y repetidas de esas acciones que tenia en la misma corporacion. .O. Assuming that the former Act has been entirely and completely abrogated by the latter Act — a point we do not have to decide — this fact does not relieve appellants from criminal responsibility. unless such possession is in good faith. nor to the person who has acquired the same for his own account in the usual and ordinary course of business and not for the direct or indirect promotion of any enterprise or scheme within the purview of this Act.R. device or plot to evade the provisions of this Act. 40 Phil. .(b) All securities the value of which materially depend upon proposed or promised future promotion or development rather than on present tangible assets and conditions. 52365 makes the following findings with reference to Nicasio Osmeña: . aunque tales acciones eran suyas por haberlas el obtenido de la corporacion
. 2581.. The shares issued under these circumstances are clearly speculative because they depended upon proposed or promised future promotion or development rather than on present tangible assets and conditions. "It has been the holding. vs. U.. Such speculators shall incur the penalty provided for in section seven of this Act. 778. there are clearly two classes of persons to whom the law is not applicable: (1) Persons who hold speculative securities but who are not the issuers thereof.S. Tonga. The value of those shares depended upon future development and the uncertainty of "striking" oil. At the beginning. and (2) persons who have acquired the same for their own account in the usual and ordinary course of business and not for the direct or indirect promotion of any enterprise or scheme within the purview of this Act. vs. Beyond this. they have been relieved of criminal responsibility. U. vs. No." (People vs... 12 Phil. 272. 15 Phil.. Oil Co. 218 U.S. Passing upon the questions of fact necessarily involved in the application of section 8 of Act No. Molina. puesto que como fundador y miembro de la junta directiva de dicha corporacion debia saber que no se habia expedido por el Tesorero Insular ningun permiso por escrito a al corporacion para la venta de dichas acciones. U. El acusado Osmeña no ha adquirido por su propia cuenta en el curso ordinario y corriente de los negocios en la O.R. pero si para la promocion indirecta de un proyecto de negocio o empresa para el cual se habia organizado le corporacion. there was nothing tangible.O. Repeated and successive sales of any speculative securities shall be prima facie evidence that the claim of ownership is not bona fide. Under this section. 126.S. Ong Chang Wing and Kwong Fok vs. This section provides: This Act shall not apply to the holder of any speculative security who is not the issuer thereof. Appellants next contend that in view of the repeal of Act No.) Appellants further contend that they come under the exception provided in section 8 of Act No. that where an Act of the Legislature which penalizes an offense repeals a former Act which penalized the same offense. the trial court in case No. and the South Cebu Oil Co.. all that these companies had were their exploration leases. 43. 83. 17 Phil. 12 Phil.Concepcion. Oil Co.
with subsidiary imprisonment for both in case of insolvency. and the subsequent devolution by him of amounts collected from some of the purchasers of the shares may be considered as a circumstance in his favor in the imposition of the penalty prescribed by law but does not exempt him from criminal responsibility. 52365 and from P2. Even if we could.) The judgments of the lower court are affirmed. 220 Pac. with the modification that the fines are reduced as to accused Jacob Rosenthal from P500 to P200 in each case. from P1. 69 Law. So ordered. mutatis mutandis.. 52366 against the same appellant.mediante suscripcion y pago del importe correspondiente prueban que esta pretension de propiedad ha sido solamente un medio de que se ha valido para vender tales acciones a precios mucho mayores que el importe por por haberse expedido tal permiso. 367 U. and against Jacob Rosenthal in the two cases. (People vs.S.000 in case No. and as to accused Nicasio Osmeña.
. The same findings. Diaz. and costs. are made in case No.. McCalla.. concur. 461. 52366. 63 Cal. Imperial. The good faith set up by appellant Rosenthal for having acted on the advice of one Garcia. Villa-Real.000 to P500 in case No. Ct. and Moran. 585. an officer in the Insular Treasury. Fernandez and Trinidad. App. we do not feel justified in disturbing the findings of the trial court. 783. C.J.. 799. 436... JJ. ed. 45 Sup.000 to P1. Concepcion. People vs. supra. Avanceña..